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Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C

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Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) XO Holdings ) ) and ) ) Verizon Communications Inc. ) ) Consolidated Applications for Consent to ) Transfer Control of Domestic and International ) Authorizations Pursuant to Section 214 of the ) Communications Act of 1934, As Amended ) ) CONSOLIDATED APPLICATIONS TO TRANSFER CONTROL OF DOMESTIC AND INTERNATIONAL SECTION 214 AUTHORIZATIONS Pursuant to Sections 214 of the Communications Act of 1934, as amended (“the Act”),1 and Sections 63.04, 63.18, and 63.24 of the Commission’s rules,2 XO Holdings (“XO Holdings” or “Transferor”) and Verizon Communications Inc. (“Verizon” or “Transferee”) (collectively, the “Applicants”) request Commission consent to transfer control of the domestic and international Section 214 authorizations of XO Communications, LLC (“XO Communications”) from XO Holdings to Verizon. The proposed transaction will benefit customers and competition by growing Verizon’s fiber-based IP and Ethernet networks, allowing Verizon to better serve its enterprise and wholesale customers with a deepened and expanded fiber network. In addition, wireless 1 47 U.S.C. § 214. 2 47 C.F.R. §§ 63.04, 63.18, and 63.24. consumers will benefit from enhanced capacity and network reliability, as Verizon deploys the new fiber assets to densify its cell network nationwide. And the transaction will not cause any material adverse harm to customers or competition. The transaction will thus make America’s best networks even better. Consistent with Section 63.04(b) and Commission practice, the Applicants have consolidated their request for Commission consent to the transaction into a single lead application, and are concurrently submitting separate filings relating to XO Communications’ licenses and authorizations. Specifically, applications are being filed that seek consent to the following:3 1. The transfer of control of the blanket domestic Section 214 operating authority of XO Communications and its operating subsidiaries. 2. The transfer of control of XO Communications’ international Section 214 authorization.4 3. The transfer of control of 53 Common Carrier Fixed Point-to-Point Microwave licenses and a single Millimeter Wave 70/80/90 GHz Service license (for a total of 54 wireless licenses) held by XO Communications via the Form 603. This narrative provides the information required by the International Section 214 Main Form and Sections 63.04 and 63.18 of the Commission’s rules. Attached as Exhibit 1 is a statement providing a more detailed description of the parties and of the proposed transaction, and demonstrating that the transaction will serve the public interest. 3 The domestic and international FCC authorizations and wireless radio licenses being transferred are listed in Attachment 1 to Exhibit 1. 4 As noted below, XO Communications’ wholly-owned operating subsidiaries provide service under XO Communications’ international Section 214 authorization. 2 I. RESPONSE TO ITEMS ON INTERNATIONAL SECTION 214 MAIN FORM A. Answer to Question 10 – Section 63.18(c)-(d) XO Holdings, a Delaware general partnership, does not hold any international Section 214 authorizations. XO Communications, a Delaware limited liability company, holds an international Section 214 authorization to provide global facilities-based and resale services (File No. ITC-214-20001117-00674). Pursuant to Section 63.21(h) of the Commission’s rules, the following wholly-owned operating subsidiaries of XO Communications operate under its authorization: (1) XO Communications Services, LLC, a Delaware limited liability company; (2) XO Virginia, LLC, a Washington limited liability company; (3) Telecommunications of Nevada, LLC, a Delaware limited liability company; (4) XO NS, Inc., a Canadian corporation; and (5) XO International, LLC, a Delaware limited liability company. Post-closing, these entities will continue to operate under their parent’s international Section 214 authorization pursuant to Section 63.21(h) of the Commission’s rules. Verizon, a Delaware corporation, is a holding company that has a number of wholly- owned subsidiaries which provide communications services and hold various FCC licenses and authorizations. Verizon does not hold any international Section 214 authorizations, but it does directly or indirectly control subsidiaries that hold such authorizations to provide international switched resale services and global or limited global facilities-based and resale services. Correspondence concerning these applications should be directed to: For Verizon: For XO Holdings and XO Communications: Katharine Saunders Lisa R. Youngers Associate General Counsel Vice President and Asst. General Counsel, Verizon Federal Policy and Advocacy 1320 North Court House Road, 9th Floor XO Communications, LLC Arlington, VA 22201 13865 Sunrise Valley Drive 703.351.3097 (tele.) Herndon, VA 20171 703.351.3655 (fax) 703.547.2258 (tele.) 3 [email protected] [email protected] With a copy to: With a copy to: Adam D. Krinsky Thomas W. Cohen Jennifer L. Kostyu Kelley Drye & Warren LLP Wilkinson Barker Knauer, LLP 3050 K Street, NW, Suite 400 1800 M Street, NW, Suite 800N Washington, DC 20007 Washington, DC 20036 202.342.8400 (tele.) 202.783.4141 (tele.) 202.342.8451 (fax) 202.783.5851 (fax) [email protected] [email protected] [email protected] B. Answer To Question 11 – Section 63.18(h) Following consummation of the proposed transaction, XO Communications will be a wholly-owned indirect subsidiary of Verizon. Verizon Communications Inc. is a 100 percent owner of Verizon Business Global LLC (a Delaware limited liability company), which is a 100 percent owner of MCI Communications Corporation (a Delaware corporation), which is a 100 percent owner of Verizon Business Network Services Inc. (a Delaware corporation). XO Communications will become a direct subsidiary of Verizon Business Network Services Inc. XO Communications’ operating subsidiaries will remain wholly-owned subsidiaries of XO Communications and thus will become wholly-owned indirect subsidiaries of Verizon. Verizon is a publicly traded and widely held company, and no person or entity holds a direct or indirect 10 percent or greater ownership interest in Verizon. Attachment 3 of Exhibit 1 includes corporate organizational charts depicting the pre- and post-closing ownership structure of XO Communications and its operating subsidiaries. C. Answer to Question 13 – Narrative of Transfer of Control and Public Interest Statement A description of the transaction and demonstration of how the transaction will serve the public interest is attached as Exhibit 1. 4 D. Answers to Questions 14-16 – Foreign Carrier Affiliates Verizon is not a foreign carrier, but is affiliated with certain foreign carriers. XO Communications and its operating subsidiaries are not foreign carriers, with the exception of XO NS, Inc., which is authorized to provide competitive telecommunications services in Canada, and XO International, LLC, which is authorized to provide competitive telecommunications services in Ireland, Japan, the Netherlands, Germany, Spain, and Singapore. In addition, XO Communications is affiliated with XO Asia Limited, which is authorized to provide competitive services in Hong Kong. Upon consummation of the transaction, Verizon and XO Communications and its operating subsidiaries will be affiliated with the same foreign carriers, all of which are listed in Exhibit 2. Pursuant to Section 63.10 of the Commission’s rules, the Applicants request non-dominant status for XO Communications on all routes between the United States and the countries listed in Exhibit 2. None of the foreign carriers are dominant providers in their respective countries, and each lacks 50 percent market share in the international transport and the local access markets on the foreign end of the route. Accordingly, each foreign carrier lacks sufficient market power on the foreign end of the international route to affect competition adversely in the U.S. market. E. Answer To Question 20 – Section 63.12 The Applicants do not request streamlined treatment of the application. 5 II. INFORMATION REQUIRED BY SECTION 63.04 OF THE COMMISSION’S RULES IN RELATION TO THE TRANSFER OF BLANKET DOMESTIC 214 AUTHORITY In support of the Applicants’ request for consent to transfer control of XO Communications and its operating subsidiaries5 from XO Holdings to Verizon, the following information is submitted pursuant to Section 63.04 of the Commission’s rules.6 Specifically, Section 63.04(b) provides that applicants submitting a joint domestic/international Section 214 application should include the information requested in paragraphs (a)(6) through (a)(12) of Section 63.04. Section 63.04(a)(6) – Description of the transaction: A description of the transaction and demonstration of how the transaction will serve the public interest is attached as Exhibit 1. Section 63.04(a)(7) – Description of the geographic area in which the transferor and transferee offer domestic telecommunications services, and what services are provided in each area: A description of the geographic areas in which XO Communications and Verizon offer domestic telecommunications services, and a description of the services provided, is contained in Exhibit 1. Section 63.04(a)(8) – Statement as to how the application qualifies for streamlined treatment: The Applicants do not request streamlined treatment of the application. 5 The XO Communications operating subsidiaries that provide domestic services
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